PSE Circular for Brokers No. 317-00

February 10, 2000 PSE CIRCULAR FOR BROKERS NO. 317-00 SECURITIES AND EXCHANGE COMMISSION SEC FORM 11-C CURRENT REPORT UNDER SECTION 11 OF THE REVISED SECURITIES ACT (RSA) AND RSA RULE 11 (a)-1(b)(3) THEREUNDER 1. February 9, 2000 Date of Report (Date of earliest event Reported) 2. SEC Identification Number CE-02536 3. BIR TIN 003-828-269 V 4. ABOITIZ EQUITY VENTURES, INC. Exact name of registrant as specified in its charter 5. Cebu City, Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. Archbishop Reyes Ave-Banilad, Cebu City 6000 Address of principal office Postal Code 8. (032) 2310-705 Registrant s telephone number, including area code 9. N.A. Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock P1 Par Value 5,356,434,976 Amount of Debt Outstanding 3,403,325,000 11. Indicate the item numbers reported herein: 9(a)(1)(B), 9(b) Item 9(a)(1)(B) RESIGNATION OF OFFICER AND THEIR REPLACEMENT During the regular Board of Directors meeting held today, February 9, 2000, the Board received the resignation of MR. JESUS A. SANTIAGO as Corporate Secretary. After some discussion, the Board appointed MR. EUGENIANO E. PEREZ, III as Corporate Secretary replacing MR. JESUS A. SANTIAGO effective immediately. Atty. Eugeniano Perez, III or Gingin finished his law degree from Ateneo de Manila University of Law in 1989 and was admitted to the Philippine Bar in 1990. He was a recipient of the Presidential Leadership Grant Undergraduate Level in U P. Diliman between 1 984-1985 Previously, Gingin worked as Assistant Vice President for Human Resource and Legal for Aboitiz Transport System (ATS) He is currently a lecturer for ATS' MBA Program, and previously at the University of San Carlos of Law. This year, Gingin has also been appointed Vice President for Legal of Aboitiz & Company (ACO) As such, he will take charge of all the legal affairs of ACO and AEV, as well as the Legal and Corporate Secretarial Team to support and serve the needs of the Aboitiz Group of Companies. Item 9 (b) OTHER EVENTS (1) The Board of Directors of Aboitiz Equity Ventures, Inc. also approved today, February 9, 2000, at its regular meeting, the following resolution authorizing the Corporation to enter into compromise settlement cases and proceedings: SEC SICD Case No. 09-99-6413, SEC EB Case No. 683, Civil Case No. CEB 24353 and the UNCITRAL Arbitration Proceedings with IBPCA: "RESOLVED, that the Corporation be, as it is hereby, authorized and empowered to settle, compromise and terminate the following cases and proceedings involving the exercise by Benguet Hydropower Corporation ("BHC") and Pacific Hydro Bakun, Inc. ("PHBI") of their right of first refusal to purchase the shares and interest of Pacific Bakun Energy B.V. (PacBV)" in the Luzon Hydro Corporation ("LHC") and Luzon Hydro Company Limited ("LHCL"), for the consideration and such terms and conditions as duly authorized representative of the Corporation would deem most advantageous to the Corporation, with a view to settling and terminating, with prejudice, these cases and proceedings: SEC SICD Case No. 09-99-6413 cdlex SEC EB Case No. 683 Civil Case No. CEB 24353 UNCITRAL Arbitration Proceedings with the IBPCA "RESOLVED FINALLY, that Messrs. Erramon I. Aboitiz or Luis Miguel Aboitiz be, as he hereby is authorized, for and in behalf of the Corporation to sign, execute and deliver the Settlement Agreement, and its related documents, by and among PacifiCorp Group Holdings Company ("PGHC"), PacifiCorp Generation International BV "(PGIBV"), PacBV and Ogden Power International Holdings, Inc. on the other hand and the Corporation, PHBI, the Corporations, BHC, LHC, LHCI, and Mr. Eugeniano E. Perez, III, on the other hand, and any and all contracts, agreements or instruments, and to perform any and all acts and deeds that may be required, necessary and proper in connection with the settlement and termination of SEC SICD No. 09-99-6413, SEC EB Case No. 683, Civil Case No. CEB 24353 and the UNCITRAL Arbitration Proceedings, and to enter into, execute and sign all documents and any other documents necessary to the foregoing effect." (2) The Board further approved the following resolution appointing UBP-TISG as the Corporation's stock and transfer agent and dividend paying agent with the Corporation's pending issuance of the preferred shares of stock: "RESOLVED, as it is hereby resolved, that the appointment of Union Bank of the Philippines Trust and Investment Services Group (UBP-TISG) as the Corporation's stock transfer and dividend paying agent be, as it is hereby is authorized; "RESOLVED FURTHER, that Messrs. Erramon I. Aboitiz and/or Gabriel T. Maalac are hereby authorized to sign, execute and enter into any agreement, contract, forms or any other documents pertinent, necessary, related or incidental to the above transaction." (3) The following resolution identifying he additional authorized signatories for and on behalf of the Corporation, in connection with the accounts established by said Corporation with Banco Santander Philippines, Inc.: "RESOLVED, as it is hereby resolved, that Messrs. Mikel A. Aboitiz & Alberto de Rotaeche, be authorized, as they are hereby authorized as additional signatories of Aboitiz Equity Ventures, Inc., to sign for and on behalf of the Corporation, all contracts, agreements, papers, forms, and such other instruments required, necessary or incidental to the credit facilities and accounts established by the Corporation with the Banco Santander Philippines, Inc." (4) The following resolutions identifying the signatories, authorized, directed and empowered to issue a deed of suretyship: RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation, by and thru its duly authorized officer, namely and one (1) of the following: JUAN ANTONIO E. BERNAD STEPHEN G. PARADIES MIKEL A. ABOITIZ ALBERTO DE ROTAECHE JOSE ANTONIO ABOITIZ be, as they are hereby authorized, directed and empowered to issue a deed of suretyship necessary to give effect to this resolution as security to secure the SIX HUNDRED NINETY THREE MILLION TO THOUSAND PESOS ONLY (693,200,000.00) OML short term lines, indebtedness and/or credit facilities of the following: COTABATO LIGHT & POWER CO., INC. DAVAO LIGHT & POWER CO., INC. HYDRO-ELECTRIC DEVELOPMENT CORP. ABOITIZ POWER CORP. PILMICO FOODS CORP. with EQUITABLE PCIBank, and the execution thereof by said authorized officers shall be conclusive evidence of such approval. RESOLVED, AS IT IS FINALLY RESOLVED, that all transactions, warranties, representations, covenants dealings and other agreements by the abovementioned officers of this Corporation with EQUITABLE PCIBank consistent with and executed prior to the approval of this Resolution are all hereby approved, confirmed and ratified to be valid and binding acts, representations, warranties and covenants of the Corporation and that a copy of this Resolution be furnished to EQUITABLE PCIBank and said bank is authorized to act on this Resolution until receipt of written notice of the revocation." SIGNATURES Pursuant to the requirements of the Revised Securities Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABOITIZ EQUITY VENTURES, INC. By: (SGD.) SYLVA A. PADERANGA Assistant Corporate Secretary